RWBY: Spider-Man
by riscrit
Summary: Peter Parker wasn't always Spider-Man, Vale's famed vigilante. He was once just a boy aspiring to become a Huntsman, before the spider bite. Join Peter in his crusade for justice against Remnant's greatest foes, he will meet a particular group of strong-willed ladies, and maybe find love along the way.
1. Chapter 001

**RWBY: SPIDER-MAN**

* * *

 _"There is a thin line between power and responsibility. Lean too close to one edge, and you may risk losing yourself in the process."_

 **001**

* * *

Under the night sky of Remnant, a lone figure perched on the roof of a skyscraper looks out intently for any sightings of criminal activity. For the first few minutes or so, the figure, dressed in a makeshift, yet highly-advanced red-and-blue outfit was met with only the cold howling wind brushing against his face. His name is Peter Parker, a scientifically gifted student who has dedicated his time to protecting the city of Vale as the crime-fighting vigilante: Spider-Man.

Plshckbleh! The sound of shattered glass catches Peter's attention. His enhanced senses allow him to faintly pick up sounds from the commotion that based on his estimations, is occurring ten blocks away. Almost immediately, a digital map of the nearby vicinity is uploaded into the heads-up-display system in his lenses, while the suit's internal systems analyze the data to provide him the quickest route to the ongoing crime scene.

He does a quick check to see if his web-cartridges are fully loaded, before launching himself off into the brisk, chilly night. Setting his pair of weapon, the _Grimm Slinger_ , into the web-shooter mode, Peter sends a powerful jet of liquid web-fluid from his right gauntlet at an apartment block, feeling the tug as the web attaches, causing him to swing forward at incredible speeds. He presses his fingers into his left palm to release another strand of webbing towards a nearby building.

The proportional speed of a spider and web-slinging made for a handy combination. In under ten seconds, Peter was close to the scene of the commotion. Both his spider-sense and the suit navigation systems were pointing him in the direction of the shop _From Dust Till Dawn_. Aside from the broken glass door, the single-story building was oddly out of place in the midst of several taller buildings.

Sticking to the wall of a nearby high-rise building, Peter watches as Roman Torchwick and a group of henchmen gathering dust inside the shop. Roman Torchwick was the notorious _Kingpin of Crime_ who was responsible for single-handily orchestrating the numerous dust robberies that had occurred over the past six months. The master criminal had always managed to evade and stay one step ahead of the wall-crawler, till today. 'Maybe today's my lucky day.' Peter mused to himself.

Peter carefully scales down the building, making sure to keep out of Torchwick's sight. To his surprise, the window of the dust shop shatters, as a henchman and a girl dressed in red-and-black come crashing out of the window. The action gains the attention of a slightly annoyed Roman Torchwick and the remaining henchmen who witness the girl get up and unfold her weapon, _Crescent Rose_ , into its scythe form. The girl was Ruby Rose, whose appearance bore a striking resemblance to the fairy tale character: Red Riding Hood. However, the giant red scythe in her hand told a whole different story.

Torchwick scowls in contempt, but Ruby smiles in return before gracefully twirling her weapon around, striking it into the concrete ground. 'Whoa, even I gotta admit, that does look pretty badass.'

"Okayyy... Get her!" Yells Roman to his remaining henchmen.

The henchmen rush out of the shop towards Ruby, who spins around her scythe and kicks the first approaching man straight in the face. She fires a shot which provides her the momentum to send the second henchman flying after hitting him with the blunt side of her weapon. She fires another shot, bringing down the blunt side of her scythe onto the third attacker.

The remaining three henchmen were about to ambush her from the back when a red-and-blue blur suddenly delivers a powerful drop kick to one of them.

"Look out! Did I say that too late? Oh well." Peter extends his wrist, sending a powerful jet of webbing towards one of the remaining two henchmen. The force of the web-projectile instantly knocks the criminal unconscious. In a desperate attempt, the last remaining henchman begins firing wildly at Spider-Man, frantically trying to pin down the wall-crawler. Ruby stops to admire the fluid movements of Vale's famed vigilante, while a sense of trepidation slowly crept up Roman who was none to please to come face to face with Spider-Man, a constant thorn in his side.

"Go, Spidey!" Ruby cheered with enthusiasm, beyond happy to finally meet her longtime hero.

"Thank you. You handled yourself pretty well out there." Peter replied, pausing mid-fight to have a conversation with the girl.

Ruby blushes slightly after getting a stamp of approval from the hero himself. "The name's Ruby. Ruby Rose." She added.

"Man, you guys are in dire need for some target practice lessons." Peter quips, sending a salute towards Ruby before swiftly evading the many bullets shot at him. In an instant, he knocks the last remaining henchman unconscious with a punch to the face, sending the man flying away to Roman's feet.

"You were worth every cent. Truly, you were," says Roman sarcastically to the downed henchman. "Well, Spider-Man and Red, I think we can all say it's been an eventful evening," Roman said, turning his attention towards the duo as the sound of police sirens were getting increasingly louder. "And as much as I'd love to stick around..." He pauses to raise his cane, revealing a rifle with a cross grid at the bottom of his cane. "... I'm afraid this, is where we part ways."

Without warning, Roman fires a red, explosive dust round at the duo. With the help of her weapon, Ruby fires at the ground leaping over the explosion, while Peter effortlessly performed a backflip, courtesy of his superhuman agility, to avoid the blast.

When she lands, Ruby looks up to find Roman isn't there. Scouring the area, she spots him climbing a ladder on a nearby high-rise apartment complex.

Peter meanwhile checks up on the shopkeeper. "You okay?" He asks, ready to go after the oranged-haired master criminal.

With a short "Uh huh" given by the shopkeeper, Spider-Man and Ruby set off in a mad dash towards the building.

Torchwick makes it to the roof, only to have Ruby high-flying alongside Spider-Man and land behind the criminal. "Hey!" Ruby shouts, with determination, this causes the running criminal to halt to a standstill, stopping at the edge.

"Persistent." Torchwick begrudgingly comments. Out of nowhere, a getaway VTOL tilt jet aircraft appears, shocking the duo long enough to allow for the criminal mastermind to board the plane through its open hatch.

Roman turns around, holding a red dust crystal in his left hand. "End of the line, heroes." The criminal mastermind throws it towards Ruby's feet before firing a well-aimed shot at the object.

'SPIDER-SENSE!' With absolutely no time to spare, Peter grabs onto Ruby and sprints away as far as he can from the impending explosion. He narrowly avoids being burnt by the rather spectacular explosion.

"Whoa-ho-ho!" Roman cackles manically only to stop when he sees the faint outlines of Spider-Man and Ruby through the ash-filled smoke. "We've got a problem! It's the Spider." Roman says to a woman in red, as he enters the cockpit of the aircraft. The woman gives up the controls to Roman and proceeds towards the hatch of the plane.

"Where do you think you're going? The party's just starting!" says Peter as he sees the aircraft begin to make its ascent and wastes no time, shooting two web-lines that connect to the haul of the VTOL jet. With the steel-like properties of the web and his superhuman strength, Peter manages to halt the plane's ascent, much to the annoyance of Torchwick.

The mysterious woman reaches the back of the aircraft, making her presence known to the duo. The majority of her face and torso was hidden away in shadow due to the darkness of the cockpit. However, her figure was made visible due to her glowing amber eyes and burning parts of her arms and chest. Her long pale white legs were also put on display, stretching on for miles before ending on a pair of elegant, dark, glass high heels.

"Okay, I think you've taken the word hot a little too seriously, lady." Peter jokes as the woman sends a highly intensified blast of fire at him. His spider-sense warns him of the danger but causes him to lose a grip on one of the web-lines as he performs a one-handed cartwheel to avoid the attack.

Ruby, finally acting, reverts her scythe into its sniper rifle form and begins to fire round after round at the woman to take her attention off the spider-themed hero. Ruby's effort was to no avail as the woman easily countered all her shots. The mysterious woman summons two blazing circles underneath her opponents. Peter attaches the remaining web-line onto the ground before rolling himself and Ruby out of harm's way.

While the wall-crawler was distracted with Ruby, the woman takes the opportunity to deal with the remaining web-line that is currently anchoring the aircraft to the rooftop. Despite its fire-resistant properties, the webbing eventually melts under the intense heat of the woman's flame-based attacks, enabling the aircraft to continue its ascent. "Spidey, don't let them get away!" Ruby says as she resumes her attack, firing multiple rounds at the women.

"Roger that, Ruby." With a running head start, Peter performs an inhuman three-storey leap into the opening hatch of the plane, coming face to face with the silhouette of the mysterious burning lady. 'My spider-sense is going off the charts!' Peter thinks to himself, having only once encountered an opponent of the woman's caliber.

"What's with the hostility, lady?" Peter questions as he attempts to lunge at the woman. "C'mon, we've only just met." He continues, swerving to the right to avoid a fire blast aimed at his head. Peter extends his wrist, sending rapid web barrages at the woman. She manages to counter most of the projectiles, but a lucky shot tags her left hand. The spider-themed hero would have pressed onto his advantage if not for the woman summoning multiple glowing rings around herself that expanded and send him flying out of the now-closed aircraft hatch.

'Not my greatest moment.' Peter thinks to himself as he hurls a spider-tracer onto the fuselage of the plane. The spider-tracer was a self-invented tracking device that made for the perfect reconnaissance tool, due to its size and camouflage abilities. Peter watches as the VTOL tilt jet aircraft flys away, leaving a sonic boom behind as it breaks the sound barrier. He braces himself to the inevitable impact against the rooftop, only to find himself suspended in the air.

He looks to see the doing of a blonde-haired woman with bright green eyes who has her hair tied into a bun, with a curl hanging from the right side of her face. Her thin pair of glasses accompanies the teal-green earrings and the hanging pendant on her collar. She wears a white long sleeved top that exposes part of her chest and wears a black high-waisted pencil skirt with bronze buttons alongside black-brown stockings. Finally, she has black-bronze boots and a stylized cape that was purple on the inside and black on the outside. She is holding onto a wand which Peter presumes helps her to keep him afloat in the air.

"Uh, any chance you can put me down?" Peter asks politely. Without warning, the woman relinquishes her telekinetic hold on Peter. If not for his spider-like agility, he would have landed somewhat painfully on his butt. Instead, he nimbly performs a double somersault to slow down his momentum, and lands gracefully on his feet. The blonde-haired woman, whose name is Glynda Goodwitch then turns her attention to an awe-stricken Ruby.

"You're a Huntress!" Ruby squeals in excitement, "Can I have your autograph?

* * *

Ruby Rose was having the best day of her life. She finally got the chance to fight against some actual bad guys, met her longtime hero Spider-Man, and even a Huntress! She was looking forward to polishing her weapon after the fight only to land herself in trouble with said Huntress, what a bummer.

The girl was so enamored over what transpired moments ago that she failed to notice a dazed Spider-Man who was dejectedly sticking to the back of the wall. 'Beacon Academy, I shouldn't be here. I remember coming here once, before the spider-bite before I ruined everything.' Peter thinks to himself.

"I hope you realize that your actions tonight would not be taken lightly, young lady. You put yourself and others in great danger." Chided Glynda as she paces back and forth around Ruby, who is seating underneath a bright light in an otherwise dark air-conditioned room.

"They started it!" An exasperated Ruby immediately counters, in an attempt to explain herself.

The Huntress is left unconvinced, "If it were up to me, you'd be sent home... with a pat on the back..." She says, stopping mid sentence after noticing Ruby's smile, "... And a slap on the wrist." She continues before swinging her wand towards Ruby's wrist. Ruby manages to recoil her hands in time to avoid the slap, as she gives out a small "Eeek!" in slight surprise. "But... there is someone here who would like to meet you." The Huntress finally concludes, which peeks Ruby's interest yet fails to get any reaction from Peter, who remained in a trance-like state.

Glynda steps out of the way to allow a middle-aged man with tousled silver hair with shaded glass spectacles to make his way through the doorway. The man is dressed in an unzipped black jacket over a buttoned vest and a green shirt with black trousers while holding a mug and a plate of cookies in his hands.

"Ruby Rose... " The man says, leaning in to look at her face. "You... have silver eyes."

"Uh, um," Ruby replies, unsure of what to make of the man's comment.

"So! Where did you learn to do this?" The man gestures with his head to the video of Ruby and Spider-Man's fight.

"S-Signal Academy." She responds with slight discomfort.

"They taught you how to use one of the most dangerous weapons ever designed?" He quickly asks in interest at this revelation.

"Well, one teacher in particular." Ruby clarified, not wanting the man to start thinking that Signal was getting more dangerous with their weapon usage.

"I see..." The man says as he places the plate of cookies on the table in front of the red-caped girl.

Hesitantly, Ruby reaches for one of the cookies and gobbles it down. Seeing as to how there was no reaction from the two adults, the enthusiastic fifteen-year-old girl shoves the rest of the cookies into her mouth.

"It's just that I've only seen one other particular scythe wielder of that skill before. A dusty, old crow." The man cryptically says.

"Mmmm. Thash muh unkul!" An excited Ruby responds, forgetting that she was mumbling through her full mouth. The man is slightly taken aback by Ruby's behavior.

Ruby notices, quickly swallowing her food before wiping her mouth in slight embarrassment. "Sorry, That's my Uncle Qrow! He's a teacher at Signal. I was complete garbage before he took me under his wing. And now, I'm all like— Hooowaaah! Witchaaaa!" Ruby replies as she proceeds to make some karate-chop poses and noises.

"So I've noticed." The intrigued man says, placing his cup on the table as he leans in with his arms on the opposite side of Ruby. "And what is an adorable girl such as yourself doing at a school designed to train warriors?"

"Well... I want to be a Huntress." Ruby answers, doing her best to sound confident.

"You want to slay monsters?" The man inquired.

"Yeah! I only have two more years of training left at Signal! And then I'm going to apply to Beacon!" Ruby says with excitement as she begins to speak at a faster pace. "You see, my sister's starting there this year, and she's trying to become a Huntress, and I'm trying to become a Huntress 'cause I wanna help people. My parents always taught us to help others, so I thought, Hey, I might as well make a career out of it!" She pauses to giggle. "I mean, the police are alright, but Huntsmen and Huntresses are just so much cooler, and gosh, you know!"

"Do you know who I am?" The man finally asks.

"You're Professor Ozpin. You're the headmaster at Beacon." Ruby immediately replies.

"Hello." Ozpin courteously says with a small smile on his face.

"Nice to meet you." Ruby politely responded.

"You want to come to my school?" He asks in a serious tone, looking at her directly in the eye.

"More than anything." Ruby confidently replies.

The Professor exchanges a glance with Glynda, who shows her slight disapproval with a "Hmmph" before turning back to face Ruby. "Well, okay." Ruby grins in delight with wide eyes and her mouth slightly agape. "Now if you could excuse us, Ruby, I still need to speak to our friend up there." He says pointing to Peter who is still sticking onto the back wall of the room. Without further prompting, Ruby quietly leaves the room alongside Glynda who closes the door behind them.

"Spider-Man," Ozpin says, turning his attention to Vale's famed vigilante. Peter is finally snapped out of his trance, thinking to himself 'Huh, where am I? Oh, right...'

"I'm sorry, Professor Ozpin," Peter says sheepishly after getting off the wall. It's just that, I... I have to go." He said, heading straight for the exit.

"Before you go, I want you to know that I am aware of who you are, Peter." The professor suddenly revealed.

'What?' Ozpin's comment immediately gains the undivided attention of Peter who suddenly freezes up, stopping dead in his tracks. "What makes you so sure of that, Professor?"

Without a word, Ozpin motions for Glynda to make her way back into the room. Glynda then places her scroll compiled with all available information they have on Spider-Man in front of the table, for Peter to see. The video was dated two years ago and showed a then amateur Peter Parker getting into his Spider-Man get up before stopping a carjacking. The video fasts forwards to the time Peter gets into his first fight with a notable criminal, the Shocker, in an all out brawl across a row of dust shops. The top left portion of Peter's tattered mask exposes part of his face as a result of the fight. Finally, the video ends with Spider-Man taking down one of Vale's then biggest mob bosses, the infamous Tombstone, nearly a year ago. 'Good ol' Parker luck... All this time, I assumed I was careful with concealing my secret identity, guess I thought wrong.'

"Peter Parker." Ozpin suddenly says. "A gifted science prodigy at Midtown Academy, you graduated from the academy at the age of fifteen. You were offered a place at both Atlas and Beacon Academy, solely based on your incredible academic merit. Why did you turn down the offer? Why did you spend two years risking your life as a vigilante when you could have used the head start you were given to be a well-trained Huntsman?" The man questions.

"Getting these powers was more than I could, and can, ever ask for, I knew that I could do so much, yet my selfishness got in the way. My inaction cost me, my beloved Uncle and Aunt. As an orphan, they were all I had, without them, Peter Parker had nothing left to fight for in his life," Peter dejectedly says, referring to himself in third-person. "But Spider-Man had a city to protect. I wasn't going to let my grief get in the way of my duty. I had these incredible powers. And with it, came responsibility." Despite the tragedy life had dealt with him, the young hero affirms his stance with a certain sense of optimism around him.

The two adults sympathize with the boy after hearing his heartfelt response, yet they can't help but be impressed by his act of selflessness.

'Did I just blurted all that out?' Peter questions himself. 'Guess I forgot how good having a genuine conversation with someone was.'

"Thank you for sharing this, Peter. While your methods are somewhat unorthodox, I have seen the good you have done. Your role as the vigilante of Vale has helped to reduce the city's crime rate by a significant amount. Vale's citizens feel safer as a result of your presence, steering the city further away from feelings of negativity and thereby the Grimm." Ozpin says to the boy.

"I try my best. Thank you, Professor." Peter replies, not knowing what to say.

"However, while your incredible powers and uncanny intellect have aided you tremendously in your many battles, I'm afraid they will no longer suffice," warns Ozpin, who looks directly at Peter in the eye. "You're involvement in taking down a substantial amount of crime in Vale will inevitably attract the attention of some of Remnant's most dangerous criminals who are likely too powerful for even an enhanced individual, such as yourself, to handle."

"I observe your combat skills are somewhat lacking, and that you rely far too heavily on your instinct," Glynda added as she reviewed footage from Peter's fight with the Shocker.

"As the headmaster of Beacon, I would like to once again offer you a place at Beacon. Let us help you, guide you in reaching your full potential. Rest assured your secret identity is safe with myself and Glynda." Ozpin says, with Glynda nodding in agreement.

Joining the school would indeed give him the edge against stronger opponents, but doing so would take him away from his crime-fighting duties as Spider-Man. Contemplating his situation, Peter eyes the Professor and Glynda who are both currently awaiting his response.

"One question, Professor Ozpin." Peter requests before making his decision, "Let's say I decide to join this school, how can I be sure you wouldn't just bar me from my crime-fighting related activities?"

"I assure you that will not be an issue." Answered Ozpin. "Now Peter, what is your decision?"

* * *

 **A quick A/N to everyone who has read this, I sure hoped you enjoyed it! As you know by now, some of Peter's villains do exist in this Spider-Man/RWBY crossover world. I thought it was a cool idea to make Roman Torchwick the Kingpin of this world. Took some liberties with renaming the web-shooters as the _Grimm Slinger_ , but that's because web-shooting isn't the only trick this device has got up its sleeve. Stay tuned for more!**


	2. Chapter 002

**RWBY: SPIDER-MAN**

* * *

 _"You never get a second chance to make a first impression."_

 **002**

* * *

"Are you sure you have to leave, Peter?" Asks an elderly gray-haired man with ovular glasses. Going by the name of Doctor Phineas Mason, the man, wearing a gray apron over a set of white shirt and pants, is currently fiddling around with parts from a worn-out analog clock in his tiny workplace. _Tinkerer's Repair Workshop_ , the name of said workplace was a small-time tech repair shop where Peter had worked at for the past one and half years as a part-time assistant when he wasn't going around the city, beating up criminals as Spider-Man.

Ironically, in his younger days, Phineas Mason himself used to be a criminal, terrorizing Vale with his maniacal inventions as the Terrible Tinkerer. After enduring a couple of humiliating defeats at the hands of a group of Huntsmen and Huntresses, the former evil mastermind knew it was best to give up, opting to turn over a new leaf. Using the stolen Lien which the police never discovered, nor did he ever considered returning, the good Doctor set-up his own business, a tech repair workshop, at the edge of the city's commercial district, hoping to live out an honest life.

"Yes, Doctor Mason. The headmaster at Beacon personally invited me to the Academy. I'm not going to pass up on it a second time." Peter answers as he collects all the belongings that he had stored in the shop. Peter's brilliance in the field of physics and engineering made him a valuable asset to the workshop and allowed him to call in some favors, often in the form of spare parts and pieces, which he secretly used for his Spider-Man-related equipment. "But I'll make sure to pay a visit from time to time." He continues, stuffing the last of his belongings into his backpack.

"I will miss having a capable assistant, such as yourself, Peter." Phineas chuckled, taking out a stack of Lien from his drawer.

"Well, it was time for me to find move on to something new," Peter replies, doing a final check to see if he had left anything out.

"Here, take this, it's not much." The man says as walks over to the boy, intending on giving the sum of money to Peter as a gift for his much-needed help. Despite his rather young age, Peter was able to not only repair on any and every equipment but also improved upon it despite limited resources. The boy's ingenuity was impressive even by the standards of top-notch scientists at Atlas.

"Wow, this is great, but I can't take it, Doctor Mason." Peter politely refuses as he prepares to take his leave, slinging his backpack over his right shoulder.

"Nonsense, my boy. You'll never know when you might need this when you're at Beacon." The older man insisted, pushing the stack of Lien into Peter's hands.

"I...I, thank you so much, Doctor Mason." A grateful Peter reluctantly accepts, waving goodbye as he takes a step out of the shop.

"The boy's destined for greatness, this I know," Phineas says to himself, making his way back to the workstation.

"Take care of yourself!" Peter says, waving one final goodbye before making his way out of the shop. Hoping to be on time for the complimentary transport service to Beacon at the nearby skyport, Peter changes into his Spider-Man get-up at the corner of a deserted alleyway, knowing that he can cover more ground by web-swinging. Crawling up the wall of the building beside him, Peter makes his way to the rooftop and is about to web-swing away when a nearby community bank's security alarm suddenly goes off.

Sighing to himself, Peter makes a mad dash in the opposite direction of his intended destination to confront the source of the commotion. The heads-up display system in his lenses project the exact coordinates of the location, while a tracker on the corner right-hand corner of the display system monitors the location of the spider-tracer he placed on the getaway aircraft the day before.

In no time, Peter finds himself at the entrance of the community bank, using the ceiling to gain a vantage point of the situation. To his surprise, there were only two thugs inside the bank. They were unprofessional by the looks of it, as they had not bothered with grabbing a hostage, which was always a good thing for him. Peter shakes his head in amusement as he goes unnoticed by the two men underneath him who assumed they had gotten lucky with this robbery of theirs.

"Man, you guys never learn, don't you?" Peter quips as makes his presence known by landing in front of the two soon-to-be caught criminals.

"It's Spider-Man!" Yells one of the two criminals, who scrambles to retrieve his revolver, shakily pointing it in the wall-crawler's direction.

"What gave it away?" In the blink of an eye, Peter closes the distance between himself and the first thug. He delivers a powerful bicycle kick, which sends the now-unconscious criminal flying over the countertop. Bending his body forward far enough, Peter lands almost perfectly on his feet after performing a mid-air backflip when a stray bullet nearly makes contact with his torso.

Allowing his spider-sense to take over, the spider-powered teen swerves his way through a barrage of bullets, coming face to face with the second thug. Wasting no time, Peter effortlessly crushes the barrel of the revolver with his left hand.

"Dammit!" Curses the second thug, who abandons his weapon and breaks off into a sprint.

"Whoa, slow down there! I can't let you be the second guy in a row that manages to escape yours truly in under twenty-four hours." Almost immediately, Peter catches up to the escaping thug. Firing a jet of webbing from his right wrist, Peter manages to tag the thug on one leg, effectively trapping the criminal in place.

"Argh! I"ll get you, Spider-Man!" The frustrated thug takes a wild swing at the wall-crawler, who effortlessly evades the poorly-timed attack.

"Yeah right, even your grandma has better chances than you do, buddy!" Peter says as he retaliates with an attack of his own, knocking the living daylights out of the outmatched criminal. Peter then ties the two criminals up in a web cocoon leaving them hanging by a lamppost for the Vale Police Department to capture before leaping thirty feet up into the air. Peter flexes his right wrist, sending a thin strand of webbing out that attaches to the side of a nearby building. Angling his body towards a row of skyscrapers, Peter uses the added height of the surrounding buildings to speed his way through the bustling city, heading towards his intended destination, the skyport.

* * *

While web-slinging across Vale was always a thrilling experience as it often provided a good view of the city's skyline, Peter sure appreciated the change in perspective up on top the Airship, which gave him a stunning birds-eye-view of the city. 'Man, I sure hope Doctor Mason takes good care of himself.' Peter thinks to himself after spotting the faint outlines of the repair workshop among the midst of buildings in the city's commercial area.

Peter is reminiscing about his days at the workshop when his thoughts are interrupted by a loud, excited voice. "Oh, I can't believe my baby sister is going to Beacon with me, this is the best day ever!" Looking around, Peter sees an attractive blonde-haired, purple-eyed girl tightly hugging a shorter girl which Peter recognizes to be Ruby.

Dressed in a tan jacket with a yellow low-cut crop top and a pair of black mini-shorts, the blonde-haired girl has a pleated piece of fabric attached to the rear of her belt which accompanies the brown knee-high boots that she is wearing. The girl is also wearing orange knee-high socks, with the sock on her right pushed down to below the knee and has a gray bandana tied over the left knee. To top it off, she wears an orange infinity scarf and has black fingerless gloves alongside a pair of golden bracelets.

"Please stop." After what seemed like an eternity, a gasping Ruby pleads her sister, Yang, to release her from the body-crushing hug.

"But I'm so proud of you!" Says Yang excitedly after letting go of her little sister.

"Really; Sis, it was nothing," Ruby says, not wanting the extra attention she was getting from onlookers.

"What do you mean? It was incredible! Everyone at Beacon is going to think you're the bee's knees." Yang replies, attempting to reassure her sister.

"I don't want to be the bee's knees, okay? I don't want to be any kinds of knees!" Ruby stated, slightly raising her voice in the process. "I just want to be a normal girl with normal knees." She says with a crestfallen look on her face.

"What's with you? Aren't you excited?" A confused Yang asks her sister.

"Of course I'm excited. I just..." Ruby paused to let out a little sigh. "I got moved ahead two years. I don't want people to think I'm special or anything." A troubled Ruby admits to her sister.

"But you are special." Says Yang, who goes over to Ruby and reassuringly puts her left arm around her little sister's shoulder.

Silently watching the two sisters, Peter nods his head in agreement, a smile appearing on his face after seeing the bond between the two of them.

The girls and Peter's attention turn to the site of the holographic projector as it begins playing the daily morning newscast. "That blasted wall-crawling menace was behind the robbery, I just know it!" The holographic screen displays the face of J. Jonah Jameson, an angry middle-aged man in his early fifties with graying hair and a Hitler-like mustache.

'You keep telling yourself that, Jameson.' Peter thinks to himself, shaking his head in amusement at the man's ignorance. While Jameson is the host of one of Vale News Network's most popular news segment, his segment on the Network has often been regarded to the public as news satire due to his constant ridiculous claims and rants against Spider-Man.

"He must have been in cahoots with those criminals! It was all an act! He let them escaped!" Yells Jameson, who is too engrossed in his passionate rant against the wall-crawler to notice his runtime is almost over. "What!?" Jameson yells over his comm-link to the news management team after receiving an alert.

"My runtime is up? Grrr... How am I going to expose that blasted menace!" The man hollered over his comm-link all while forgetting his news segment was still airing. "You'll boot me out?! Grrr... Fine, fine! I'll go! I'll get you next time, you Spider-freak!" Jameson begrudgingly says, seething with rage, as the screen switches over to display the second news segment.

"Thank you, Mister Jameson." The holographic screen now shows an image of a lavender-haired female news reporter, wearing a purple collar shirt and a black coat. The words Lisa Lavender, the name of the female news reporter, is featured on the bottom news ticker alongside a photo of Faunus demonstrators holding up signs saying "WE ARE NOT ANIMALS!" on the left-hand corner of the screen.

"In other news, this Saturday's Faunus Civil Rights protest turned dark when members of the White Fang disrupted the ceremony." The woman reports as the photo changes to show the logo of the White Fang, an intimidating wolf's head with three scratch marks across its face in red. "The once peaceful organization has now disrupted..."

The news feed is abruptly cut off, almost immediately, a full body hologram of a purple caped woman which Peter recognizes to be Glynda Goodwitch replaces it. "Hello, and welcome to Beacon!" The hologram says, mimicking Glynda's voice.

"Who's that?" Yang asks.

"My name is Glynda Goodwitch." The hologram continues.

"Oh." Mutters Yang to herself.

"You are among a privileged few who have received the honor of being selected to attend this prestigious academy! Our world is experiencing an incredible time of peace, and as future Huntsmen and Huntresses, it is your duty to uphold it. You have demonstrated the courage needed for such a task, and now it is our turn to provide you with the knowledge and the training to protect our world." The hologram says before vanishing out of sight.

Peter watches as Ruby, Yang, and several other students make their way towards the many semicircular windows of the airship.

"Oh, wow! Look, you can see Signal from up here!" Ruby says in amazement, as she leaned against a window with her two hands to admire the breathtaking view of the city. "I guess home isn't too far after all!"

"Beacon's our home, now," Yang comments, placing her left hand on Ruby's shoulder as the airship makes its way across a large body of turquoise blue sea water, slowly approaching Beacon.

* * *

Taking in the entirety of Beacon Academy for the first time, Peter finds himself marveling at the magnificent castle-liked architecture of the Academy, its many pillars, and towers created a sense of grandeur around the area. The teenager was about to make his way through the main entrance doorway, to the amphitheater, if not for the sudden slight tingle at the back of his head. 'Danger nearby, but where?'

"Are you even listening to me? Is any of this sinking in?" Peter turns around to see a short but beautiful girl in white with icy blue eyes, yelling at a red-caped girl which he recognizes to be Ruby.

The girl in white has her long white hair pulled back into an off-center bun tail with a pin in the shape of icicle tiara. She wears a white and pale blue strapless dress that is stitched at the hem to resemble snowflakes. The girl wears a bolero jacket with the same color graduation as her dress, lined in red with the Schnee crest on the back of her Bolero, alongside a wallet and _Myrtenaster_ , her multi-action dust rapier, that is attached to the back of her waist. To top it off, she wears a pair of elegantly designed wedge heel boots.

"What do you have to say for yourself?" Questions Weiss, the girl in white, who is holding a bottle of dust in her hand as she leans forward accusingly towards Ruby. A cloud of red dust begins building in the air around Ruby as a result of the unsealed dust bottle. 'Oh no.' Peter thinks to himself as the tingling sensation at the back of his head returns.

KABOOM! Unable to hold her sneeze back any longer, Ruby finally sneezes, erupting a small-scale explosion of flame and electricity right onto Weiss.

"Unbelievable!" Shouts Weiss, who is now covered in soot, though it quickly clears up. "This is exactly the kind of thing I was talking about!"

"I'm, really, sorry!" Says an apologetic and embarrassed Ruby who looks down at the ground in shame.

"Ugh, you complete dolt! What are you even doing here? Aren't you a little young to be attending Beacon?" Weiss questions.

"Well, I-I..."

"This isn't your ordinary combat school. It's not just sparring and practice, you know!" Weiss coolly says before crossing her arms in annoyance. "We're here to fight monsters, so... watch where you're going!" She says before turning her head away.

"Hey, I said I was sorry, princess!" Ruby speaks up, raising her voice slightly in the process.

Peter was about to make his way to defend Ruby when a pretty-faced girl with amber eyes, long black hair and a black bow on the top of her head, steps in to break up the fight between Ruby and the girl in white. "It's heiress, actually," Says the girl with the black bow, while holding the red dust bottle that Weiss had dropped earlier in her hand. "Weiss Schnee, heiress to the Schnee Dust Company, one of the largest producers of energy propellant in the world."

Wearing a black buttoned vest with coattails and a single silver button on the front, the girl with the black bow has a white, sleeveless, high-necked, crop undershirt and white shorts with a zipper on the front of each leg. She also wears black, low-heeled boots along with full black stockings that have a purple tinge to it. She has a pair of black ribbons wrapped around her forearms and a small loose scarf wrapped around her neck. A gray magnetic backpack is strapped to her back, hidden by her hair.

"Finally! Some recognition!" Weiss says, smiling smugly.

"The same company infamous for its controversial labor forces and questionable business partners." Blake, the girl with the black bow adds, earning a small chuckle from Ruby.

"Wha- How dare you.. the nerve of- Ugh!" Weiss is left speechless. Snatching the bottle of dust away from Blake, the heiress to the Schnee Dust Company storms away angrily as her helpers gather her luggage and follow.

"I promise I'll make this up to you!" Ruby says to the storming Weiss, before sighing. "I guess I'm not the only one having a rough first day... So, what's..." Ruby turns around only to find Blake walking away. "Welcome to Beacon..." She says, slumping down to her knees before lying onto the ground on her back, closing her eyes in disappointment.

"Hey... I'm Peter. Peter Parker." He says, finally walking up to Ruby with an outstretched arm.

"Ruby." The younger girl politely replies. Taking his hand, she lets herself be pulled up by the older boy. "Wait... aren't you the guy that takes pictures of Spider-Man?" She asks after finding her bearings.

* * *

"All I'm saying is that was a long time ago. I don't do that anymore." Peter says to Ruby as the unlikely duo make their way across a winding road that is alongside a river and several trees.

"Well, I liked your pictures! Why'd you stop taking them?" Ruby innocently asks.

"I found myself a new gig at a tech repair shop. Besides, I'm pretty sure Spidey wouldn't have appreciated the way his biggest fan, jolly old Jameson, was using my photos to slander him." Peter replies somewhat truthfully, omitting the part that he was Spider-Man.

"I'm sure that mustache guy's just doing it for laughs. Everyone knows Spidey's a hero, right?"

"Yeah... I guess you're right." Peter replies, smiling in response to the girl's reply.

Ruby giggles before a short awkward silence fall. "So... I got this thing!" Hoping to break the tension, she pulls out _Crescent Rose_ , unfolding it into its scythe form and striking it into the ground.

"Whoa! That's a one of a kind weapon you've got there, Ruby." Peter comments, taking a second, closer look at the girl's scythe.

"It's also a customizable high-impact sniper rifle!" She adds with a smile while reloading the gun section of the weapon to make a point. "So what've you got?"

Flicking both of his wrists, Ruby watches as the metal bracelets on Peter's wrist unfold mechanically to form a pair of fingerless armored gauntlets.

"Ooooohh!" She watches in amazement. "So, what do they do?"

Motioning for Ruby to watch, the gauntlets emit a faint blue glow of energy before firing off a powerful blast of repulsor energy that instantly shatters a nearby pile of empty wooden crate boxes. "They're a pair of repulsor gauntlets with long range and short range capabilities," Peter explains. 'They're capable of shifting into a pair of web-shooters at a touch of a button too.' Peter thinks, mindful to keep the last bit of info to himself.

"Wow... what type of dust did you use to do that?" The weapon loving girl dreamily asks.

"Well, it doesn't make use of dust," Peter reveals.

"What?" Ruby questions, more interested in Peter's weapon now more than ever.

"I call it the arc reactor technology. It's a new, prototype clean energy source I'm working on." Peter explains as he flicks his wrists a second time to revert the silver colored gauntlets into a pair of compact tech bracelets.

"Wow, I'm kinda a dork when it comes to weapons, I guess I wasn't the only one who went overboard with designing it." The girl shyly admits.

"I'm pretty sure your weapon has mine beat. I'm still working on stabilizing the energy source. There was that one time where it nearly exploded in my face." Peter laughs as he recounts his experience while walking side by side with the younger girl.

"So why'd you help me out back there? In the courtyard?" Ruby suddenly asks, eager to know why the older boy stepped up to help her.

"Let's just say I know what it's like feeling lost and not having anyone to count on," Peter vaguely says, not wanting to reveal too much about the other side of himself. "Besides, it was the right thing to do." He confidently says.

"Thanks, Peter. I appreciate you looking out for me." Ruby says, a slight blush appearing on the sides of her cheeks.

"Hmm." Peter pauses to look around his surroundings, oblivious to the blushing girl. "Hey, where are we going?"

"Oh, I don't know! I was following you." She says, snapping out of her momentary stupor.

"You think there might be a directory? Maybe a food court? Some kinda recognizable landmark?" Peter jokingly asks which causes Ruby to snicker. "Is, uh, is that a no?"

"That's a no." Ruby happily replied.

* * *

 **A quick A/N here, I know there's q** **uite a ton of exposition in this chapter, but hopefully, it was enjoyable nonetheless!** **I thought it was a cool idea to make this world's version of Tinkerer an ally to Peter than oppose to being an enemy.** **On a side note, to the couple of reviewers who did not want Peter to join the school, I'll promise to shake things up to make this story different from the plot. Last but not least, I'd like to give a big thank you to all who have reviewed and supported the story, you guys are amazing!**

(Below are my replies to some of the awesome peeps who reviewed the first chapter)

Six Foot Assassin: Yes, Peter does have a semblance, but he doesn't know what it is, yet. It wasn't my intention to portray Peter as being weak, my bad on that. I was referring specifically to Peter's hand-to-hand/combat skills. While Peter's powers and intellect alone are a force to be reckoned with, his lack of hand-to-hand and combat skills is a weakness that skilled fighters can use to their advantage.

treyalexander63917: Aesthetically, yes. I'm leaning more towards the single pairing idea. Rest assured, both Ruby and Yang will get their chance to know Peter.

Arrankor: I hope this chapter brought some insight as to how Peter got the resources for his Spider-Man tech. Yes, just like the rest of his physical attributes, Peter's aura is also enhanced to superhuman levels. I plan to introduce Peter's semblance somewhere down the road, but not anytime soon.

GuestWithIdeas: No need to apologize for rambling, while I appreciate the intriguing ideas you have provided, I think it's better if Peter becomes a student, that way he gets to spend more time with the team. But... I might consider making him a part-time teacher assistant down the line, maybe in the second semester.

Sonicdudes2000: Thank you. Wow, I love the idea of the symbiote being part Grimm. And yeah, some of the animal-themed Spider-Man villains in this world will get their abilities/characteristics from being a Faunus.

SparkyDapperDab19: Well, the Spectacular Spider-Man was always one of my favorite interpretations of Spider-Man. I'll do my best to add in some Ultimate Spider-Man comics-related elements. Thanks for the support!


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